|
|
|
|
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
46-5288992
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
7628 Thorndike Road, Greensboro, North Carolina 27409-9421
|
||
|
and
|
|
2300 N.E. Brookwood Parkway, Hillsboro, Oregon 97124
|
||
(Address of principal executive offices)
|
||
(Zip Code)
|
||
|
|
|
(336) 664-1233 and (503) 615-9000
|
||
(Registrant's telephone number, including area code)
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
Item 1. Financial Statements
(Unaudited).
|
|
|
|
|
|
|
|
|
|
|
December 27, 2014
|
|
March 29, 2014
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
118,093
|
|
|
$
|
171,898
|
|
Short-term investments
(Note 6)
|
178,610
|
|
|
72,067
|
|
||
Accounts receivable, less allowance of $553 and $313 as of December 27, 2014 and March 29, 2014, respectively
|
215,248
|
|
|
137,417
|
|
||
Inventories
(Note 3)
|
170,019
|
|
|
125,703
|
|
||
Prepaid expenses
|
31,344
|
|
|
12,721
|
|
||
Other receivables
|
34,507
|
|
|
13,181
|
|
||
Other current assets
(Note 5)
|
7,436
|
|
|
4,431
|
|
||
Total current assets
|
755,257
|
|
|
537,418
|
|
||
Property and equipment, net of accumulated depreciation of $576,112 at December 27, 2014 and $552,901 at March 29, 2014
|
228,579
|
|
|
195,996
|
|
||
Goodwill
|
103,901
|
|
|
103,901
|
|
||
Intangible assets, net
|
36,533
|
|
|
54,990
|
|
||
Long-term investments
(Note 6)
|
2,150
|
|
|
3,841
|
|
||
Other non-current assets
(Note 5)
|
39,195
|
|
|
24,166
|
|
||
Total assets
|
$
|
1,165,615
|
|
|
$
|
920,312
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
130,461
|
|
|
$
|
79,783
|
|
Accrued liabilities
|
67,569
|
|
|
51,824
|
|
||
Current portion of long term debt, net of unamortized discount
(Note 4)
|
—
|
|
|
87,263
|
|
||
Other current liabilities
(Note 5)
|
21,723
|
|
|
1,103
|
|
||
Total current liabilities
|
219,753
|
|
|
219,973
|
|
||
Other long-term liabilities
(Note 5)
|
50,300
|
|
|
23,988
|
|
||
Total liabilities
|
270,053
|
|
|
243,961
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, no par value; 5,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, no par value; 500,000 shares authorized; 72,811 and 71,215 shares issued and outstanding at December 27, 2014 and March 29, 2014, respectively
|
1,311,184
|
|
|
1,284,402
|
|
||
Accumulated other comprehensive income (loss), net of tax
|
1,823
|
|
|
(785
|
)
|
||
Accumulated deficit
|
(417,445
|
)
|
|
(607,266
|
)
|
||
Total shareholders’ equity
|
895,562
|
|
|
676,351
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,165,615
|
|
|
$
|
920,312
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 27, 2014
|
|
December 28, 2013
|
||||||||
Revenue
|
$
|
397,086
|
|
|
$
|
288,520
|
|
|
$
|
1,076,074
|
|
|
$
|
892,232
|
|
Cost of goods sold
|
206,384
|
|
|
180,997
|
|
|
575,652
|
|
|
586,584
|
|
||||
Gross profit
|
190,702
|
|
|
107,523
|
|
|
500,422
|
|
|
305,648
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
48,865
|
|
|
50,378
|
|
|
142,018
|
|
|
147,907
|
|
||||
Marketing and selling
|
17,939
|
|
|
18,054
|
|
|
56,008
|
|
|
56,381
|
|
||||
General and administrative
|
12,026
|
|
|
17,766
|
|
|
48,845
|
|
|
61,320
|
|
||||
Other operating expense
(Note 9)
|
8,237
|
|
|
5,933
|
|
|
28,540
|
|
|
11,957
|
|
||||
Total operating expenses
|
87,067
|
|
|
92,131
|
|
|
275,411
|
|
|
277,565
|
|
||||
Income from operations
|
103,635
|
|
|
15,392
|
|
|
225,011
|
|
|
28,083
|
|
||||
Interest expense
|
(197
|
)
|
|
(1,469
|
)
|
|
(866
|
)
|
|
(4,381
|
)
|
||||
Interest income
|
188
|
|
|
46
|
|
|
263
|
|
|
128
|
|
||||
Other (expense) income, net
|
(195
|
)
|
|
427
|
|
|
326
|
|
|
1,198
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
103,431
|
|
|
14,396
|
|
|
224,734
|
|
|
25,028
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax expense
(Note 5)
|
(15,568
|
)
|
|
(8,161
|
)
|
|
(34,913
|
)
|
|
(11,340
|
)
|
||||
Net income
|
$
|
87,863
|
|
|
$
|
6,235
|
|
|
$
|
189,821
|
|
|
$
|
13,688
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share
(Note 2):
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.21
|
|
|
$
|
0.09
|
|
|
$
|
2.63
|
|
|
$
|
0.19
|
|
Diluted
|
$
|
1.18
|
|
|
$
|
0.09
|
|
|
$
|
2.56
|
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
|
||||||||
Shares used in per share calculation
(Note 2):
|
|
|
|
|
|
|
|
||||||||
Basic
|
72,723
|
|
|
70,610
|
|
|
72,167
|
|
|
70,437
|
|
||||
Diluted
|
74,454
|
|
|
71,980
|
|
|
74,083
|
|
|
71,888
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 27, 2014
|
|
December 28, 2013
|
||||||||
Net income
|
$
|
87,863
|
|
|
$
|
6,235
|
|
|
$
|
189,821
|
|
|
$
|
13,688
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Unrealized (loss) gain on marketable securities, net of tax
|
(302
|
)
|
|
—
|
|
|
2,836
|
|
|
5
|
|
||||
Foreign currency translation adjustment, including intra-entity foreign currency transactions that are of a long-term-investment nature
|
(142
|
)
|
|
(44
|
)
|
|
(249
|
)
|
|
59
|
|
||||
Reclassification adjustments, net of tax:
|
|
|
|
|
|
|
|
||||||||
Amortization of pension actuarial loss
|
7
|
|
|
1
|
|
|
21
|
|
|
2
|
|
||||
Other comprehensive (loss) income
|
(437
|
)
|
|
(43
|
)
|
|
2,608
|
|
|
66
|
|
||||
Total comprehensive income
|
$
|
87,426
|
|
|
$
|
6,192
|
|
|
$
|
192,429
|
|
|
$
|
13,754
|
|
|
Nine Months Ended
|
||||||
|
December 27, 2014
|
|
December 28, 2013
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
189,821
|
|
|
$
|
13,688
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
37,024
|
|
|
34,024
|
|
||
Amortization and other non-cash items
|
19,727
|
|
|
25,295
|
|
||
Excess tax benefit from exercises of stock options
|
(4,640
|
)
|
|
—
|
|
||
Deferred income taxes
|
8,745
|
|
|
1,591
|
|
||
Foreign currency adjustments
|
(596
|
)
|
|
(1,221
|
)
|
||
Loss on assets and other, net
|
1,561
|
|
|
2,836
|
|
||
Income from equity investment
|
(199
|
)
|
|
(228
|
)
|
||
Share-based compensation expense
|
22,831
|
|
|
24,750
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(77,840
|
)
|
|
(16
|
)
|
||
Inventories
|
(44,663
|
)
|
|
25,050
|
|
||
Prepaid expense and other current and non-current assets
|
(43,484
|
)
|
|
(13,790
|
)
|
||
Accounts payable and accrued liabilities
|
48,602
|
|
|
(7,323
|
)
|
||
Income tax payable/recoverable
|
15,852
|
|
|
(4,712
|
)
|
||
Other liabilities
|
(5,642
|
)
|
|
(816
|
)
|
||
Net cash provided by operating activities
|
167,099
|
|
|
99,128
|
|
||
Investing activities:
|
|
|
|
||||
Purchase of property and equipment
|
(49,830
|
)
|
|
(59,489
|
)
|
||
Sale of business
|
1,500
|
|
|
—
|
|
||
Purchase of intangibles
|
(1,100
|
)
|
|
(663
|
)
|
||
Proceeds from sale of property and equipment
|
7,371
|
|
|
2,400
|
|
||
Purchase of securities available-for-sale
|
(272,578
|
)
|
|
(115,038
|
)
|
||
Proceeds from maturities of securities available-for-sale
|
172,431
|
|
|
105,000
|
|
||
Net cash used in investing activities
|
(142,206
|
)
|
|
(67,790
|
)
|
||
Financing activities:
|
|
|
|
||||
Payment of debt
|
(87,503
|
)
|
|
—
|
|
||
Debt issuance cost
|
(6
|
)
|
|
(122
|
)
|
||
Excess tax benefit from exercises of stock options
|
4,640
|
|
|
—
|
|
||
Proceeds from the issuance of common stock
|
19,339
|
|
|
5,334
|
|
||
Repurchase of common stock, including transaction costs
|
—
|
|
|
(12,780
|
)
|
||
Tax withholding paid on behalf of employees for restricted stock units
|
(15,196
|
)
|
|
(8,979
|
)
|
||
Restricted cash associated with financing activities
|
288
|
|
|
145
|
|
||
Repayment of capital lease obligations
|
(52
|
)
|
|
(47
|
)
|
||
Net cash used in financing activities
|
(78,490
|
)
|
|
(16,449
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
(208
|
)
|
|
931
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(53,805
|
)
|
|
15,820
|
|
||
Cash and cash equivalents at the beginning of the period
|
171,898
|
|
|
101,662
|
|
||
Cash and cash equivalents at the end of the period
|
$
|
118,093
|
|
|
$
|
117,482
|
|
Supplemental disclosure:
|
|
|
|
||||
Capital expenditures included in liabilities
|
$
|
28,441
|
|
|
$
|
(10,421
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 27, 2014
|
|
December 28, 2013
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Numerator for basic and diluted net income per share — net income available to common shareholders
|
$
|
87,863
|
|
|
$
|
6,235
|
|
|
$
|
189,821
|
|
|
$
|
13,688
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Denominator for basic net income per share — weighted average shares
|
72,723
|
|
|
70,610
|
|
|
72,167
|
|
|
70,437
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Share-based awards
|
1,731
|
|
|
1,370
|
|
|
1,916
|
|
|
1,451
|
|
||||
Denominator for diluted net income per share — adjusted weighted average shares and assumed conversions
|
74,454
|
|
|
71,980
|
|
|
74,083
|
|
|
71,888
|
|
||||
Basic net income per share
|
$
|
1.21
|
|
|
$
|
0.09
|
|
|
$
|
2.63
|
|
|
$
|
0.19
|
|
Diluted net income per share
|
$
|
1.18
|
|
|
$
|
0.09
|
|
|
$
|
2.56
|
|
|
$
|
0.19
|
|
|
December 27, 2014
|
|
March 29, 2014
|
||||
Raw materials
|
$
|
39,446
|
|
|
$
|
32,927
|
|
Work in process
|
66,347
|
|
|
51,544
|
|
||
Finished goods
|
64,226
|
|
|
41,232
|
|
||
Total inventories
|
$
|
170,019
|
|
|
$
|
125,703
|
|
|
Available-for-Sale Securities
|
||||||||||||||
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||||
December 27, 2014
|
|
|
|
|
|
|
|
||||||||
U.S. government/agency securities
|
$
|
172,538
|
|
|
$
|
4
|
|
|
$
|
(11
|
)
|
|
$
|
172,531
|
|
Auction rate securities
|
2,150
|
|
|
—
|
|
|
—
|
|
|
2,150
|
|
||||
Equity securities
|
1,594
|
|
|
4,485
|
|
|
—
|
|
|
$
|
6,079
|
|
|||
Money market funds
|
22,261
|
|
|
—
|
|
|
—
|
|
|
22,261
|
|
||||
|
$
|
198,543
|
|
|
$
|
4,489
|
|
|
$
|
(11
|
)
|
|
$
|
203,021
|
|
March 29, 2014
|
|
|
|
|
|
|
|
||||||||
U.S. government/agency securities
|
$
|
133,064
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
133,065
|
|
Auction rate securities
|
2,150
|
|
|
—
|
|
|
—
|
|
|
2,150
|
|
||||
Equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Money market funds
|
48,800
|
|
|
—
|
|
|
—
|
|
|
48,800
|
|
||||
|
$
|
184,014
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
184,015
|
|
|
December 27, 2014
|
|
March 29, 2014
|
||||||||||||
|
Cost
|
|
Estimated
Fair Value
|
|
Cost
|
|
Estimated
Fair Value
|
||||||||
Due in less than one year
|
$
|
194,799
|
|
|
$
|
194,792
|
|
|
$
|
181,864
|
|
|
$
|
181,865
|
|
Due after ten years
|
2,150
|
|
|
2,150
|
|
|
2,150
|
|
|
2,150
|
|
||||
Total investments in debt securities
|
$
|
196,949
|
|
|
$
|
196,942
|
|
|
$
|
184,014
|
|
|
$
|
184,015
|
|
|
Total
|
|
Quoted Prices In
Active Markets For
Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
||||||
December 27, 2014
|
|
|
|
|
|
|
||||||
U.S. government/agency securities
|
$
|
172,531
|
|
|
$
|
172,531
|
|
|
$
|
—
|
|
|
Auction rate securities
|
2,150
|
|
|
—
|
|
|
2,150
|
|
|
|||
Equity securities
|
6,079
|
|
|
6,079
|
|
|
—
|
|
|
|||
Money market funds
|
22,261
|
|
|
22,261
|
|
|
—
|
|
|
|||
|
$
|
203,021
|
|
|
$
|
200,871
|
|
|
$
|
2,150
|
|
|
March 29, 2014
|
|
|
|
|
|
|
||||||
U.S. government/agency securities
|
$
|
133,065
|
|
|
$
|
133,065
|
|
|
$
|
—
|
|
|
Auction rate securities
|
2,150
|
|
|
—
|
|
|
2,150
|
|
|
|||
Equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
|||
Money market funds
|
48,800
|
|
|
48,800
|
|
|
—
|
|
|
|||
|
$
|
184,015
|
|
|
$
|
181,865
|
|
|
$
|
2,150
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 27,
2014 |
|
December 28,
2013 |
||||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||||
CPG
|
$
|
341,999
|
|
|
$
|
238,688
|
|
|
$
|
901,576
|
|
|
$
|
731,876
|
|
MPG
|
54,113
|
|
|
49,831
|
|
|
172,817
|
|
|
160,347
|
|
||||
Other operating segment
|
4
|
|
|
1
|
|
|
65
|
|
|
9
|
|
||||
All other
|
970
|
|
|
—
|
|
|
1,616
|
|
|
—
|
|
||||
Total net revenue
|
$
|
397,086
|
|
|
$
|
288,520
|
|
|
$
|
1,076,074
|
|
|
$
|
892,232
|
|
Income from operations:
|
|
|
|
|
|
|
|
||||||||
CPG
|
$
|
112,672
|
|
|
$
|
32,806
|
|
|
$
|
269,014
|
|
|
$
|
83,838
|
|
MPG
|
10,467
|
|
|
8,028
|
|
|
36,535
|
|
|
23,759
|
|
||||
Other operating segment
|
(1,687
|
)
|
|
(849
|
)
|
|
(5,020
|
)
|
|
(2,423
|
)
|
||||
All other
|
(17,817
|
)
|
|
(24,593
|
)
|
|
(75,518
|
)
|
|
(77,091
|
)
|
||||
Income from operations
|
103,635
|
|
|
15,392
|
|
|
225,011
|
|
|
28,083
|
|
||||
Interest expense
|
(197
|
)
|
|
(1,469
|
)
|
|
(866
|
)
|
|
(4,381
|
)
|
||||
Interest income
|
188
|
|
|
46
|
|
|
263
|
|
|
128
|
|
||||
Other (expense) income
|
(195
|
)
|
|
427
|
|
|
326
|
|
|
1,198
|
|
||||
Income before income taxes
|
$
|
103,431
|
|
|
$
|
14,396
|
|
|
$
|
224,734
|
|
|
$
|
25,028
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
December 27,
2014 |
|
December 28,
2013 |
|
December 27,
2014 |
|
December 28,
2013 |
||||||||
Reconciliation of “All other” category:
|
|
|
|
|
|
|
|
||||||||
Share-based compensation expense
|
$
|
(4,119
|
)
|
|
$
|
(4,882
|
)
|
|
$
|
(22,831
|
)
|
|
$
|
(24,750
|
)
|
Amortization of intangible assets
|
(5,467
|
)
|
|
(7,219
|
)
|
|
(19,234
|
)
|
|
(21,182
|
)
|
||||
Acquisition and integration related costs
|
(7,548
|
)
|
|
(2,883
|
)
|
|
(21,462
|
)
|
|
(3,013
|
)
|
||||
Restructuring and disposal costs
|
(224
|
)
|
|
(3,197
|
)
|
|
(1,801
|
)
|
|
(12,054
|
)
|
||||
IPR litigation costs
|
(189
|
)
|
|
(2,333
|
)
|
|
(8,195
|
)
|
|
(5,059
|
)
|
||||
Certain consulting expense
|
—
|
|
|
(3,430
|
)
|
|
—
|
|
|
(10,430
|
)
|
||||
Other expenses ((loss) gain on property and equipment, and start-up costs)
|
(270
|
)
|
|
(649
|
)
|
|
(1,995
|
)
|
|
(603
|
)
|
||||
Loss from operations for “All other”
|
$
|
(17,817
|
)
|
|
$
|
(24,593
|
)
|
|
$
|
(75,518
|
)
|
|
$
|
(77,091
|
)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
December 27, 2014
|
|
December 28, 2013
|
|
December 27, 2014
|
|
December 28, 2013
|
||||||||
Revenue
|
$
|
741,402
|
|
|
$
|
555,482
|
|
|
$
|
1,920,849
|
|
|
$
|
1,598,324
|
|
•
|
changes in business and economic conditions, including downturns in the semiconductor industry and/or the overall economy;
|
•
|
our ability to accurately predict market requirements and evolving industry standards in a timely manner;
|
•
|
our ability to accurately predict customer demand and thereby avoid the possibility of obsolete inventory, which would reduce our profit margins;
|
•
|
our customers’ and distributors’ ability to manage the inventory they hold and forecast their demand;
|
•
|
our ability to successfully integrate acquired businesses, operations, product technologies and personnel as well as achieve expected synergies;
|
•
|
our ability to achieve cost savings and improve yields and margins on our new and existing products;
|
•
|
our ability to respond to possible downward pressure on the average selling prices of our products caused by our customers or our competitors;
|
•
|
our ability to efficiently utilize our capacity, or to acquire or source additional capacity, in response to customer demand;
|
•
|
the inability of one or more of our customers to access their traditional sources of credit, which could lead them to reduce their level of purchases or seek credit or other accommodations from us;
|
•
|
our ability to continue to improve our product designs, develop new products in response to new technologies, and achieve design wins;
|
•
|
our dependence on a limited number of customers for a substantial portion of our revenue;
|
•
|
our ability to bring new products to market in response to market shifts and to use technological innovation to shorten time-to-market for our products;
|
•
|
the risks associated with our wafer fabrication facility, our assembly facility and our test and tape and reel facilities;
|
•
|
variability in manufacturing yields, and raw material costs and availability;
|
•
|
our dependence on third parties, including wafer foundries, wafer starting material suppliers, passive component manufacturers, assembly and packaging suppliers and test and tape and reel suppliers;
|
•
|
our ability to manage platform provider and customer relationships;
|
•
|
our ability to procure, commercialize and enforce intellectual property rights (IPR) and to operate our business without infringing on the unlicensed IPR of others;
|
•
|
the risks associated with security breaches and other similar disruptions, which could compromise our information and expose us to liability and could cause our business and reputation to suffer;
|
•
|
currency fluctuations, tariffs, trade barriers, tax and export license requirements and health and security issues associated with our foreign operations;
|
•
|
our ability to attract and retain skilled personnel and develop leaders for key business units and functions;
|
•
|
failure to realize the anticipated benefits of the Business Combination, including difficulty in integrating the businesses of RFMD and TriQuint; and
|
•
|
failure to realize the expected amount and timing of cost savings and operating synergies related to the Business Combination.
|
•
|
Cellular Products Group (CPG) is a leading global supplier of cellular RF solutions which perform various functions in the cellular front end section. The cellular front end section is located between the transceiver and the antenna. These RF solutions include power amplifier (PA) modules, transmit modules, PA duplexer modules, antenna control solutions, antenna switch modules, switch filter modules, switch duplexer modules, and RF power management solutions. CPG supplies its broad portfolio of cellular RF solutions into a variety of mobile devices, including smartphones, handsets, notebook computers, and tablets.
|
•
|
Multi-Market Products Group (MPG) is a leading global supplier of a broad array of RF solutions, such as PAs, low noise amplifiers, variable gain amplifiers, high power gallium nitride transistors, attenuators, mixers, modulators, switches, VCOs, phase locked loop modules, circulators, isolators, multi-chip modules, front end modules, and a range of military and space components (amplifiers, mixers, VCOs and power dividers). Major communications applications include mobile wireless infrastructure (second generation (2G), third generation (3G) and fourth generation (4G)), point-to-point and microwave radios, WiFi (infrastructure and mobile devices), and CATV wireline infrastructure. Industrial applications include Smart Energy/AMI, private mobile radio, and test and measurement equipment. Aerospace and defense applications include military communications, radar and electronic warfare, as well as space communications.
|
•
|
Compound Semiconductor Group (CSG) is a business group that was established to leverage our compound semiconductor technologies and related expertise in RF and non-RF end markets and applications.
|
•
|
Quarterly revenue increased
37.6%
as compared to the
third
quarter of
fiscal 2014
, primarily due to increased demand for our cellular RF solutions for smartphones.
|
•
|
Gross margin for the quarter was
48.0%
as compared to
37.3%
for the
third
quarter of
fiscal 2014
. This increase was primarily due to manufacturing- and sourcing-related cost reductions and a favorable change in product mix towards higher margin products, which was slightly offset by average selling price erosion.
|
•
|
Operating income was
$103.6 million
for the
third
quarter of
fiscal 2015
as compared to operating income of
$15.4 million
for the
third
quarter of
fiscal 2014
. This increase was primarily due to higher revenue, improved gross margin, and lower operating expenses.
|
•
|
Inventory totaled
$170.0 million
at
December 27, 2014
, reflecting turns of
4.9
as compared to
$136.3 million
and turns of
5.3
at
December 28, 2013
.
|
•
|
Diluted earnings per share for the
third
quarter of fiscal 2015 was
$1.18
as compared to
$0.09
for the
third
quarter of fiscal 2014 after giving retroactive effect to the one-for-four reverse stock split related to the Business Combination.
|
•
|
Cash flow from operations was $72.1 million for the
third
quarter of fiscal 2015 as compared to
$70.4 million
for the
third
quarter of fiscal 2014.
|
•
|
During the
third
quarter of fiscal 2015, we recorded merger-related expenses and integration costs totaling
$7.5 million
related to the Business Combination with TriQuint, which was completed on January 1, 2015.
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
December 27,
2014 |
|
% of
Revenue
|
|
December 28,
2013 |
|
% of
Revenue
|
|
Increase (Decrease)
|
|
Percentage
Change
|
|||||||||
Revenue
|
$
|
397,086
|
|
|
100.0
|
%
|
|
$
|
288,520
|
|
|
100.0
|
%
|
|
$
|
108,566
|
|
|
37.6
|
%
|
Cost of goods sold
|
206,384
|
|
|
52.0
|
|
|
180,997
|
|
|
62.7
|
|
|
25,387
|
|
|
14.0
|
|
|||
Gross profit
|
190,702
|
|
|
48.0
|
|
|
107,523
|
|
|
37.3
|
|
|
83,179
|
|
|
77.4
|
|
|||
Research and development
|
48,865
|
|
|
12.3
|
|
|
50,378
|
|
|
17.5
|
|
|
(1,513
|
)
|
|
(3.0
|
)
|
|||
Marketing and selling
|
17,939
|
|
|
4.5
|
|
|
18,054
|
|
|
6.3
|
|
|
(115
|
)
|
|
(0.6
|
)
|
|||
General and administrative
|
12,026
|
|
|
3.0
|
|
|
17,766
|
|
|
6.2
|
|
|
(5,740
|
)
|
|
(32.3
|
)
|
|||
Other operating expense
|
8,237
|
|
|
2.1
|
|
|
5,933
|
|
|
2.0
|
|
|
2,304
|
|
|
38.8
|
|
|||
Operating income
|
$
|
103,635
|
|
|
26.1
|
%
|
|
$
|
15,392
|
|
|
5.3
|
%
|
|
88,243
|
|
|
573.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Nine Months Ended
|
|
|
|
|
|||||||||||||||
|
December 27,
2014 |
|
% of
Revenue
|
|
December 28,
2013 |
|
% of
Revenue
|
|
Increase (Decrease)
|
|
Percentage
Change
|
|||||||||
Revenue
|
$
|
1,076,074
|
|
|
100.0
|
%
|
|
$
|
892,232
|
|
|
100.0
|
%
|
|
$
|
183,842
|
|
|
20.6
|
%
|
Cost of goods sold
|
575,652
|
|
|
53.5
|
|
|
586,584
|
|
|
65.7
|
|
|
(10,932
|
)
|
|
(1.9
|
)
|
|||
Gross profit
|
500,422
|
|
|
46.5
|
|
|
305,648
|
|
|
34.3
|
|
|
194,774
|
|
|
63.7
|
|
|||
Research and development
|
142,018
|
|
|
13.2
|
|
|
147,907
|
|
|
16.6
|
|
|
(5,889
|
)
|
|
(4.0
|
)
|
|||
Marketing and selling
|
56,008
|
|
|
5.2
|
|
|
56,381
|
|
|
6.3
|
|
|
(373
|
)
|
|
(0.7
|
)
|
|||
General and administrative
|
48,845
|
|
|
4.5
|
|
|
61,320
|
|
|
6.9
|
|
|
(12,475
|
)
|
|
(20.3
|
)
|
|||
Other operating expense
|
28,540
|
|
|
2.7
|
|
|
11,957
|
|
|
1.4
|
|
|
16,583
|
|
|
138.7
|
|
|||
Operating income
|
$
|
225,011
|
|
|
20.9
|
%
|
|
$
|
28,083
|
|
|
3.1
|
%
|
|
196,928
|
|
|
701.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|||||||||||||
(In thousands, except percentages)
|
|
December 27,
2014 |
|
December 28,
2013 |
|
Increase
|
|
Percentage
Change
|
|||||||
Revenue
|
|
$
|
341,999
|
|
|
$
|
238,688
|
|
|
$
|
103,311
|
|
|
43.3
|
%
|
Operating income
|
|
112,672
|
|
|
32,806
|
|
|
79,866
|
|
|
243.4
|
|
|||
Operating income as a % of revenue
|
|
32.9
|
%
|
|
13.7
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
Nine Months Ended
|
|||||||||||||
(In thousands, except percentages)
|
|
December 27,
2014 |
|
December 28,
2013 |
|
Increase
|
|
Percentage
Change
|
|||||||
Revenue
|
|
$
|
901,576
|
|
|
$
|
731,876
|
|
|
$
|
169,700
|
|
|
23.2
|
%
|
Operating income
|
|
269,014
|
|
|
83,838
|
|
|
185,176
|
|
|
220.9
|
|
|||
Operating income as a % of revenue
|
|
29.8
|
%
|
|
11.5
|
%
|
|
|
|
|
|
|
Three Months Ended
|
|||||||||||||
(In thousands, except percentages)
|
|
December 27,
2014 |
|
December 28,
2013 |
|
Increase
|
|
Percentage
Change
|
|||||||
Revenue
|
|
$
|
54,113
|
|
|
$
|
49,831
|
|
|
$
|
4,282
|
|
|
8.6
|
%
|
Operating income
|
|
10,467
|
|
|
8,028
|
|
|
2,439
|
|
|
30.4
|
|
|||
Operating income as a % of revenue
|
|
19.3
|
%
|
|
16.1
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
Nine Months Ended
|
|||||||||||||
(In thousands, except percentages)
|
|
December 27,
2014 |
|
December 28,
2013 |
|
Increase
|
|
Percentage
Change |
|||||||
Revenue
|
|
$
|
172,817
|
|
|
$
|
160,347
|
|
|
$
|
12,470
|
|
|
7.8
|
%
|
Operating income
|
|
36,535
|
|
|
23,759
|
|
|
12,776
|
|
|
53.8
|
|
|||
Operating income as a % of revenue
|
|
21.1
|
%
|
|
14.8
|
%
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
(In thousands)
|
|
December 27,
2014 |
|
December 28,
2013 |
|
December 27,
2014 |
|
December 28,
2013 |
||||||||
Interest expense
|
|
$
|
(197
|
)
|
|
$
|
(1,469
|
)
|
|
$
|
(866
|
)
|
|
$
|
(4,381
|
)
|
Interest income
|
|
188
|
|
|
46
|
|
|
263
|
|
|
128
|
|
||||
Other (expense) income
|
|
(195
|
)
|
|
427
|
|
|
326
|
|
|
1,198
|
|
||||
Income tax expense
|
|
(15,568
|
)
|
|
(8,161
|
)
|
|
(34,913
|
)
|
|
(11,340
|
)
|
3.1
|
Amended and Restated Certificate of Incorporation of Qorvo, Inc., as amended
|
|
|
10.1
|
Qorvo, Inc. 2007 Employee Stock Purchase Plan (As Assumed and Amended by Qorvo, Inc.)
|
|
|
10.2
|
Third Amendment and Consent, dated as of December 26, 2014, to the Credit Agreement, dated as of March 19, 2013, by and between RF Micro Devices, Inc., certain domestic subsidiaries of RF Micro Devices, Inc., Bank of America, N.A., as administrative agent and lender, and a syndicate of other lenders
|
|
|
31.1
|
Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
31.2
|
Certification of Periodic Report by Steven J. Buhaly, as Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
32.1
|
Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
32.2
|
Certification of Periodic Report by Steven J. Buhaly, as Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
101
|
The following materials from our Quarterly Report on Form 10-Q for the quarter ended December 27, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of December 27, 2014 and March 29, 2014; (ii) the Condensed Consolidated Statements of Income for the three and nine months ended December 27, 2014 and December 28, 2013; (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended December 27, 2014 and December 28, 2013; (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended December 27, 2014 and December 28, 2013; and (v) the Notes to the Condensed Consolidated Financial Statements
|
|
|
|
Qorvo, Inc.
|
|
|
|
|
Date:
|
February 3, 2015
|
|
/s/ Steven J. Buhaly
|
|
|
|
Steven J. Buhaly
|
|
|
|
Chief Financial Officer and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
February 3, 2015
|
|
/s/ Michael J. Laber
|
|
|
|
Michael J. Laber
|
|
|
|
Vice President and Corporate Controller
|
|
|
|
(Principal Accounting Officer)
|
3.1
|
Amended and Restated Certificate of Incorporation of Qorvo, Inc., as amended
|
|
|
10.1
|
Qorvo, Inc. 2007 Employee Stock Purchase Plan (As Assumed and Amended by Qorvo, Inc.)
|
|
|
10.2
|
Third Amendment and Consent, dated as of December 26, 2014, to the Credit Agreement, dated as of March 19, 2013, by and between RF Micro Devices, Inc., certain domestic subsidiaries of RF Micro Devices, Inc., Bank of America, N.A., as administrative agent and lender, and a syndicate of other lenders
|
|
|
31.1
|
Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
31.2
|
Certification of Periodic Report by Steven J. Buhaly, as Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
32.1
|
Certification of Periodic Report by Robert A. Bruggeworth, as Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
32.2
|
Certification of Periodic Report by Steven J. Buhaly, as Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
101
|
The following materials from our Quarterly Report on Form 10-Q for the quarter ended December 27, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of December 27, 2014 and March 29, 2014; (ii) the Condensed Consolidated Statements of Income for the three and nine months ended December 27, 2014 and December 28, 2013; (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended December 27, 2014 and December 28, 2013; (iv) the Condensed Consolidated Statements of Cash Flows for the nine months ended December 27, 2014 and December 28, 2013; and (v) the Notes to the Condensed Consolidated Financial Statements
|
FIRST:
|
The name of the Corporation is Rocky Holding, Inc. (the “Corporation”).
|
|
|
SECOND:
|
The address of the Corporation’s registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.
|
|
|
THIRD:
|
The purpose of the Corporation is to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of Delaware.
|
|
|
FOURTH:
|
A.
Classes of Stock.
The Corporation is authorized to issue two classes of stock to be designated respectively Common Stock and Preferred Stock. The total number of shares of all classes of stock which the Corporation has authority to issue is Four Hundred Ten Million (410,000,000), consisting of Four Hundred Five Million (405,000,000) shares of Common Stock, $0.0001 par value (the “Common Stock”), and Five Million (5,000,000) shares of Preferred Stock, $0.0001 par value (the “Preferred Stock”).
|
|
|
|
B.
Rights and Preferences of Preferred Stock.
The Preferred Stock authorized by this Certificate of Incorporation may be issued from time to time in one or more series. The Board of Directors is hereby authorized subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of each such series of Preferred Stock, including without limitation authority to fix by resolution or resolutions, the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any wholly unissued series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.
|
|
|
|
The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issue of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in the resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.
|
|
|
FIFTH:
|
The Corporation shall have perpetual existence.
|
|
|
SIXTH:
|
The election of directors need not be by written ballot unless a stockholder demands election by written ballot at a meeting of stockholders and before voting begins or unless the Bylaws of the Corporation shall so provide.
|
|
|
SEVENTH:
|
The number of directors which constitute the whole Board of Directors of the Corporation shall be designated as provided in the Bylaws of the Corporation.
|
|
|
EIGHTH:
|
In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, alter, amend or repeal the Bylaws of the Corporation.
|
|
|
NINTH:
|
To the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.
|
|
|
|
The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to any action or proceeding, whether criminal, civil, administrative or investigative by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.
|
|
|
|
Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
|
|
|
TENTH:
|
Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. No action shall be taken by the stockholders of the corporation except at an annual or special meeting of stockholders called in accordance with the Bylaws and no action shall be taken by the stockholders by written consent. The books of the Corporation may be kept (subject to any provision contained in the laws of the state of Delaware) outside of the State of Delaware at such places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.
|
|
|
ELEVENTH:
|
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights conferred herein are granted subject to this reservation.
|
|
|
ROCKY HOLDING, INC.
|
|
By:
/s/ Robert A. Bruggeworth
|
Name: Robert A. Bruggeworth
|
Title: President
|
|
ROCKY HOLDING, INC.
|
|
By:
/s/ Robert A. Bruggeworth
|
Name: Robert A. Bruggeworth
|
Title: President
|
|
BORROWER
:
|
RF MICRO DEVICES, INC.
|
|
|
|
By:
/s/ Suzanne B. Rudy
|
|
Name: Suzanne B. Rudy
|
|
Title: Vice President, Corporate Treasurer, Compliance Officer and Assistant Secretary
|
|
|
GUARANTORS
:
|
RFMD, LLC
|
|
|
|
By:
/s/ Suzanne B. Rudy
|
|
Name: Suzanne B. Rudy
|
|
Title: Manager
|
|
|
|
RF MICRO DEVICES INTERNATIONAL, INC.
|
|
|
|
By:
/s/ Suzanne B. Rudy
|
|
Name: Suzanne B. Rudy
|
|
Title: Treasurer and Secretary
|
|
|
|
PREMIER DEVICES – A SIRENZA COMPANY
|
|
|
|
By:
/s/ Suzanne B. Rudy
|
|
Name: Suzanne B. Rudy
|
|
Title: Secretary and Treasurer
|
|
|
|
AMALFI SEMICONDUCTOR, INC.
|
|
|
|
By:
/s/ Suzanne B. Rudy
|
|
Name: Suzanne B. Rudy
|
|
Title: Secretary and Treasurer
|
ADMINISTRATIVE AGENT:
|
BANK OF AMERICA, N.A.
|
|
as Administrative Agent
|
|
|
|
By:
/s/ Brenda Schriner
|
|
Name: Brenda Schriner
|
|
Title: Vice President
|
|
|
LENDERS:
|
BANK OF AMERICA, N.A.
|
|
as a Lender, Swing Line Lender and L/C Issuer
|
|
By:
/s/ Thomas M. Paulk
|
|
Name: Thomas M. Paulk
|
|
Title: Senior Vice President
|
|
|
|
SILICON VALLEY BANK,
|
|
as a Lender
|
|
By:
/s/ Michael Shuhy
|
|
Name: Michael Shuhy
|
|
Title: Director
|
|
|
|
SUNTRUST BANK,
|
|
as a Lender
|
|
By:
/s/ James Ford
|
|
Name: James Ford
|
|
Title: Managing Director
|
|
|
|
TD BANK, N.A.,
|
|
as a Lender
|
|
By:
/s/ M. Bernadette Collins
|
|
Name: M. Bernadette Collins
|
|
Title: SVP
|
|
|
|
MUFG UNION BANK, N.A.,
|
|
as a Lender
|
|
|
|
By:
/s/ Michael McCutchin
|
|
Name: Michael McCutchin
|
|
Title: Director
|
|
|
|
RBS CITIZENS, N.A.,
|
|
as a Lender
|
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
BRANCH BANKING AND TRUST COMPANY,
|
|
as a Lender
|
|
By:
/s/ Reed Barton
|
|
Name: Reed Barton
|
|
Title: Banking Officer
|
|
|
|
/s/ ROBERT A. BRUGGEWORTH
|
|
Robert A. Bruggeworth
|
|
President and Chief Executive Officer
|
|
|
|
/s/ STEVEN J. BUHALY
|
|
Steven J. Buhaly
|
|
Chief Financial Officer and Secretary
|
(1)
|
the
Quarterly
Report on Form
10-Q
of the Company for the fiscal
quarter
ended
December 27, 2014
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ ROBERT A. BRUGGEWORTH
|
|
|
Robert A. Bruggeworth
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
February 3, 2015
|
|
(1)
|
the
Quarterly
Report on Form
10-Q
of the Company for the fiscal
quarter
ended
December 27, 2014
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ STEVEN J. BUHALY
|
|
|
Steven J. Buhaly
|
|
|
Chief Financial Officer and Secretary
|
|
|
|
|
|
February 3, 2015
|
|